Page 22 - TCE Annual Report 2024-2025

Overview Leadership Messages Governance Strategic Insights Business Review People & Community

These Committees, namely, the Audit & Risk Based on the confirmations, declarations and
Management Committee and Nomination and disclosures received from the Independent Directors
Remuneration Committee are governed in accordance and on evaluation of the relationships disclosed. The
with the applicable provisions of the Tata Board and Board confirms that, in its opinion, the Independent
Committee Governance Guidelines, as amended from Directors of the Company fulfil the conditions
time to time. specified in the Act and are independent of the
Company’s Management. Further, in terms of section
The Committees, i.e., Audit & Risk Management 150 of the Act read with Rule 6(1) of the Companies
Committee, Nomination and Remuneration Committee, (Appointment and Qualification of Directors) Rules,
& Banking Committee are functional in TCE as a good 2014, the Independent Directors have registered
Corporate Governance practice. The Company’s themselves on the data bank maintained by the Indian
Corporate Governance philosophy has been further Institute of Corporate Affairs. Requisite disclosures in
strengthened through the Tata Business Excellence terms of Rule 6(3) of Companies (Appointment and
Model. The Board of Directors have a defined framework Qualification of Directors) Rules, 2014, have also been
for review and control of company’s long term strategy, received from the Independent Directors in this regard.
vision, mission & values. ii. The Board periodically reviews the compliance
reports of all the laws applicable to the Company.
Board of Directors
As of March 31, 2025, the Company has 4 Directors, iii. Details of Equity Shares of the Company held by the
out of the 4 Directors, 3 (i.e. 75%) are Non-Executive Directors as of March 31, 2025: Not Applicable
Directors including one Woman Director. A Brief Profile iv. The names and categories of the Directors on the
of all the Directors, nature of their expertise in specific Board, their attendance at Board Meetings held
functional areas, etc. is available at https://www. during the year under review and at the last Annual
tataconsultingengineers.com/our-leadership/. The General Meeting (“AGM”), names of other Public
Composition of the Board conforms with Section 149 Companies in which the Director is a Director,
of the Act. None of the Directors on the Board hold the number of Directorships and Committee
Directorships in more than ten public Companies. Chairmanships / Memberships held by them in other
Public Limited Companies as on March 31, 2025,
8 Board Meetings were held during the year under are given hereinbelow. Other Directorships do not
review, and the gap between two Meetings did not include Directorships of Private limited companies,
exceed one hundred and twenty days. The dates on Foreign companies and companies registered under
which the said meetings were held are given below: Section 8 of the Act. Further, no Director is a member
of more than ten Committees or Chairperson of more
Number of Total
Directors than five Committees across all Public Companies
Date of Board Number Attendance
Meetings Present at of (%) in which they are a Director. Only Memberships in
the Board Directors Audit and Stakeholder Relationship Committees are
Meeting
considered while evaluating the above limits.
April 22, 2024 3 3 100
v. The Board has identified the following skills/
May 29, 2024 3 3 100
expertise/competencies fundamental for effective
June 24, 2024 3 3 100 functioning of the Company which are currently
July 12, 2024 3 3 100 available with the Board:
August 09, 2024 4 4 100 • Global Business: Understanding Global Business
dynamics across geographical markets, industry
November 15, 2024 4 4 100
verticals and regulatory jurisdictions.
December 16, 2024 4 4 100
• Strategy and Planning: Strong appreciation of
March 06, 2025 4 4 100
long-term trends and strategic decision-making,
with proven experience in guiding and leading
The necessary Quorum was present for all the Meetings.
management teams to navigate uncertainty and
i. The Directors have made necessary disclosures make informed choices in dynamic environments.
regarding Committee positions in other Public
Companies as on March 31, 2025. None of the
Directors are related to each other.

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